METROPOLITAN SERIES FUND, INC.
INTERIM SUBADVISORY AGREEMENT
(FI International Stock Portfolio)
This Subadvisory Agreement (this "Agreement") is entered into as
of December 16, 2003 by and between MetLife Advisers, LLC, a
Delaware limited liability company (the "Manager"), Metropolitan Series
Fund, Inc. (the "Fund"), and Fidelity Management & Research Company
(the "Subadviser").
WHEREAS, the Manager has entered into an Advisory Agreement
dated May 1, 2003 (the "Advisory Agreement") with the Fund pursuant to
which the Manager provides portfolio management and administrative
services to the FI International Stock Portfolio of the Fund (the
"Portfolio");
WHEREAS, the Advisory Agreement provides that the Manager
may delegate any or all of its portfolio management responsibilities under
the Advisory Agreement to one or more subadvisers;
WHEREAS, the Manager desires to retain the Subadviser to render
portfolio management services in the manner and on the terms set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth in this Agreement, the Manager and the
Subadviser agree as follows:
1. Subadvisory Services.
a. The Subadviser shall, subject to the supervision of
the Manager and in cooperation with the Manager, as
administrator, or with any other administrator appointed by
the Manager (the "Administrator"), manage the investment
and reinvestment of the assets of the Portfolio. Subject to
the provisions of subparagraph (b) of this Section 1, the
Subadviser agrees to invest and reinvest the assets of the
Portfolio in conformity with (1) the investment objective,
policies and restrictions of the Portfolio set forth in the
Fund's prospectus and statement of additional information,
as revised or supplemented from time to time, relating to the
Portfolio (the "Prospectus"), as provided to the Subadviser,
(2) any additional policies or guidelines established by the
Manager or by the Fund's directors that have been furnished
in writing to the Subadviser, and (3) the provisions of the
Internal Revenue Code, as amended (the "Code") applicable
to "regulated investment companies" (as defined in Section
851 of the Code) and "segregated asset accounts" (as
defined in Section 817 of the Code), from time to time in
effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the
"1940 Act"), the rules and regulations thereunder and the
interpretive opinions thereof of the staff of the Securities and
Exchange Commission ("SEC") ("SEC Positions");
provided, however, that the Manager agrees to inform the
Subadviser of any and all applicable state insurance law
restrictions that operate to limit or restrict the investments
the Portfolio might otherwise make ("Insurance
Restrictions"), and to inform the Subadviser promptly of any
changes in such Insurance Restrictions. In advising the
Portfolio, the Subadviser shall use reasonable efforts to
comply with Subchapters L and M of the Internal Revenue
Code of 1986, as amended (the "Code"). Subject to the
foregoing, the Subadviser is authorized, in its discretion and
without prior consultation with the Manager, to buy, sell,
lend and otherwise trade in any stocks, bonds and other
securities and investment instruments on behalf of the
Portfolio, without regard to the length of time the securities
have been held and the resulting rate of portfolio turnover or
any tax considerations; and the majority or the whole of the
Portfolio may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as
the Subadviser shall determine.
b. Notwithstanding anything to the contrary herein, the
Manager acknowledges that Subadviser is not the
compliance agent for the Fund or for the Manager, and does
not have access to all of the Fund's books and records
necessary to perform certain compliance testing. The
Subadviser's agreement to perform the services specified in
this Section hereof in accordance with applicable law
(including sub-chapters L and M of the Code, and the 1940
Act, as amended ("Applicable Law")) and any additional
policies or guidelines established by the Manager or by the
Fund's directors that have been furnished in writing to the
Subadviser (collectively, the "Charter Requirements"), is
subject to the understanding that the Subadviser shall
perform such services based upon its books and records
with respect to the Portfolio, which comprise a portion of
the Portfolio's books and records, and shall not be held
responsible under this Agreement so long as it performs
such services in accordance with this Agreement, the
Charter Requirements and Applicable Law based upon such
books and records.
c. The Subadviser shall furnish the Manager and the
Administrator with quarterly and/or annual reports
concerning portfolio transactions and the investment
performance of the Portfolio in such form as may be
mutually agreed upon, and agrees to review the Portfolio
and discuss the management of the Portfolio with
representatives or agents of the Manager, the Administrator
or the Fund at their reasonable request. The Subadviser
shall make a senior portfolio manager of the Portfolio or an
appropriate investment professional available for
presentations to the Directors at a meeting of the Board of
Directors annually, as well as other meetings as may
reasonably be requested. The Subadviser shall permit all
books and records with respect to the Portfolio to be
inspected and audited by the Manager and the
Administrator at all reasonable times during normal
business hours, upon reasonable prior written notice. The
Subadviser shall furnish the Manager (which may also
provide it to the Fund's Board of Directors) with copies of
all material comments relating to the Portfolio received
from the SEC following routine or special SEC
examinations or inspections.
d. Upon request of Fund's Manager and/or Fund, the
Subadviser shall provide assistance in connection with the
determination of the fair value of securities in the Portfolio
for which market quotations are not readily available and
the parties to this Agreement agree that the Subadviser shall
not bear responsibility or liability for the determination or
accuracy of the valuation of any portfolio securities and
other assets of the Portfolio.
e. The Subadviser shall provide to the Manager a copy
of the Subadviser's Form ADV as filed with the SEC and
any amendments or restatements thereof in the future and a
list of the persons whom the Subadviser wishes to have
authorized to give written and/or oral instructions to
custodians of assets of the Portfolio.
f. Unless the Manager gives the Subadviser written
instructions to the contrary 30 days in advance, the
Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interest of the
Portfolio's shareholders to vote or abstain from voting all
proxies solicited by or with respect to the issuers of
securities in which assets of the Portfolio are invested. The
Manager shall instruct the Fund's custodian, the
Administrator, and other parties providing services to the
Portfolio to promptly forward misdirected proxy materials
to the Subadviser. The Subadviser shall provide the Fund
in a timely manner with such records of its proxy voting on
behalf of the Portfolio as necessary for the Fund to comply
with the requirements of Form N-PX, or any successor law,
rule, regulation, or SEC Position.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Fund's
custodian to provide) information to the Subadviser in a
timely manner regarding such matters as the composition of
assets in the Portfolio, cash requirements and cash available
for investment in the Portfolio, and all other information as
may be reasonably necessary for the Subadviser to perform
its responsibilities hereunder.
b. The Manager has furnished the Subadviser a copy
of all Registration Statements and Amendments thereto,
including the Prospectus and Statement of Additional
Information, and agrees during the continuance of this
Agreement to furnish the Subadviser copies of any
revisions or supplements thereto within a reasonable time
period before the time the revisions or supplements become
effective. The Manager agrees to furnish the Subadviser
with relevant sections of minutes of meetings of the
Directors of the Fund applicable to the Portfolio to the
extent they may affect the duties of the Subadviser, and
with copies of any financial statements or reports of the
Fund with respect to the Portfolio to its shareholders, and
any further materials or information which the Subadviser
may reasonably request to enable it to perform its functions
under this Agreement, including, but not limited to, timely
information relating to any Insurance Restrictions and SEC
exemptive orders relating to the Portfolio.
c. The Manager shall provide to the Subadviser a copy
of the Manager's Form ADV as filed with the SEC and any
amendments or restatements thereof in the future.
d. The Fund and the Manager will furnish to the
Subadviser such information relating to either of them or
the business affairs of the Fund as the Subadviser shall
from time to time request in order to discharge its
obligations hereunder.
3. Custodian.
The Manager shall provide the Subadviser with
a copy of the Portfolio's agreement with the custodian
designated to hold the assets of the Portfolio (the
"Custodian") and any modifications thereto (the "Custody
Agreement"). The assets of the Portfolio shall be
maintained in the custody of the Custodian identified in,
and in accordance with the terms and conditions of, the
Custody Agreement (or any sub-custodian properly
appointed as provided in the Custody Agreement). The
Subadviser shall provide timely instructions directly to the
Custodian, in the manner and form agreed upon by the
Manager, the Subadviser and the Custodian, as necessary to
effect the investment and reinvestment of the Portfolio's
assets. The Subadviser shall have no liability for the acts
or omissions of the Custodian.
4. Expenses. Except for expenses specifically assumed or
agreed to be paid by the Subadviser pursuant hereto, the
Subadviser shall not be liable for any expenses of the
Manager or the Fund including, without limitation, (a)
interest and taxes, (b) brokerage commissions and other
costs in connection with the purchase or sale of securities
or other investment instruments with respect to the
Portfolio, and (c) Custodian fees and expenses. The
Subadviser will pay its own expenses incurred in furnishing
the services to be provided by it pursuant to this
Agreement.
5. Purchase and Sale of Assets.
The Subadviser shall place all
orders for the purchase and sale of securities for the
Portfolio with brokers or dealers selected by the
Subadviser, which may include brokers or dealers affiliated
with the Subadviser, provided such orders comply with
Section 17 and Rule 17e-1 (or any successor or other
relevant regulations) under the 1940 Act in all respects. To
the extent consistent with applicable law and then-current
SEC Positions, purchase or sell orders for the Portfolio may
be aggregated with contemporaneous purchase or sell
orders of other clients of the Subadviser. The Subadviser
agrees that, in executing portfolio transactions and selecting
brokers or dealers, if any, it shall use its best efforts to seek
on behalf of the Portfolio the best overall terms available.
In assessing the best overall terms available for any
transaction, the Subadviser shall consider all factors it
deems relevant, including the breadth of the market in and
the price of the security, the financial condition and
execution capability of the broker or dealer, and the
reasonableness of the commission, if any, with respect to
the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting
the broker or dealer, if any, to execute a particular
transaction, Subadviser may also consider the brokerage
and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act")) provided to the Subadviser with respect to
the Portfolio and/or other accounts over which the
Subadviser exercises investment discretion. The
Subadviser may, in its discretion, agree to pay a broker or
dealer that furnishes such brokerage or research services a
higher commission than that which might have been
charged by another broker-dealer for effecting the same
transactions, if the Subadviser determines in good faith that
such commission is reasonable in relation to the brokerage
and research services provided by the broker or dealer,
viewed in terms of either that particular transaction or the
overall responsibilities of the Subadviser with respect to the
accounts as to which it exercises investment discretion (as
such term is defined in Section 3(a)(35) of the 1934 Act).
6. Compensation of the Subadviser.
As full compensation for all services rendered, facilities
furnished and expenses borne by the Subadviser hereunder,
the Manager shall pay the Subadviser compensation at the
following rate, based on the average daily net assets of the
Portfolio determined at the close of the New York Stock
Exchange on each day the exchange is open for trading:
at the annual rate of 0.55% of the first $250 million of the
average daily net assets of the Portfolio, 0.45% of the next
$250 million of such assets and 0.40% of such assets in
excess of $500 million. Such compensation shall be payable
monthly in arrears or at such other intervals, not less frequently
than quarterly, as the Manager is paid by the Portfolio pursuant
to the Advisory Agreement. If the Subadviser shall serve
for less than the whole of any month or other agreed-upon
interval, the foregoing compensation shall be prorated. The
Manager may from time to time waive the compensation it
is entitled to receive from the Fund; however, any such
waiver will have no effect on the Manager's obligation to
pay the Subadviser the compensation provided for herein.
The Manager shall pay the Subadviser not later than the
tenth (10) business day immediately following the end of
the relevant payment period.
7. Non-Exclusivity.
The Manager and the Fund agree that the
services of the Subadviser are not to be deemed exclusive
and that the Subadviser and its affiliates are free to act as
investment manager and provide other services to various
investment companies and other managed accounts. This
Agreement shall not in any way limit or restrict the
Subadviser or any of its directors, officers, employees or
agents from buying, selling or trading any securities or
other investment instruments for its or their own account or
for the account of others for whom it or they may be acting,
provided that such activities do not adversely affect or
otherwise impair the performance by the Subadviser of its
duties and obligations under this Agreement. The Manager
and the Fund recognize and agree that the Subadviser may
provide advice to or take action with respect to other
clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to
advice given or action taken with respect to the Portfolio.
The Subadviser shall for all purposes hereof be deemed to
be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act for or
represent the Fund or the Manager, in any way or otherwise
be deemed an agent of the Fund or the Manager except in
connection with the portfolio management services
provided by the Subadviser hereunder.
8. Liability and Indemnification.
Except as may otherwise be
provided by the 1940 Act or other federal securities laws,
neither the Subadviser nor any of its officers, partners,
directors, employees, affiliates or agents (the "Indemnified
Parties") shall be subject to any liability to the Manager, the
Fund, the Portfolio or any shareholder of the Portfolio for
any error of judgment, or any loss, liability, cost, damage or
expense (including reasonable attorneys fees and costs)
arising out of any investment or other act or omission in the
course of, connected with, or arising out of any service to
be rendered under this Agreement, except by reason of
willful misfeasance, bad faith or gross negligence in the
performance of any Indemnified Party's duties or by reason
of reckless disregard by any Indemnified Party of its
obligations and duties. The Manager and the Fund shall
hold harmless and indemnify any Indemnified Party for any
loss, liability, cost, damage or expense (including
reasonable attorneys fees and costs) arising (i) from any
claim or demand by any past or present shareholder of the
Portfolio that is not based upon the obligations of the
Subadviser with respect to the Portfolio under this
Agreement or (ii) resulting from the failure of the Manager
to inform the Subadviser of any applicable Insurance
Restrictions or any changes therein or of any policies and
guidelines as established by the Manager or the Directors.
The Manager and the Fund acknowledge and agree that the
Subadviser makes no representation or warranty, express or
implied, that any level of performance or investment results
will be achieved by the Portfolio or that the Portfolio will
perform comparably with any standard or index, including
other clients of the Subadviser, whether public or private.
9. Effective Date and Termination.
This Agreement shall become effective as of the date of
its execution and, unless otherwise terminated, will continue
in effect for 150 days or until a new Subadvisory Agreement
between the Manager, the Fund and the Subadviser is
approved by the Board of Directors, whichever is sooner, and
a. this Agreement may at any time be terminated on
sixty days' written notice to the Subadviser either by vote
of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the
Portfolio;
b. this Agreement shall automatically terminate in the
event of its assignment or upon the termination of the
Advisory Agreement;
c. this Agreement may be terminated by the
Subadviser on sixty days' written notice to the Manager and
the Fund, or by the Manager on sixty days' written notice to
the Subadviser, and termination of this Agreement pursuant
to this Section 9 shall be without the payment of any
penalty. In the event of termination of this Agreement, all
compensation due to the Subadviser through the date of
termination will be calculated on a pro rata basis through
the date of termination and paid on the first business day
after the next succeeding month end.
10. Amendment.
This Agreement may be amended at any
time by mutual consent of the Manager and the Subadviser,
provided that, if required by law (as may be modified by
any exemptions received by the Manager from the SEC, or
any rules or regulations adopted by, or interpretative
releases of, the SEC), such amendment shall also have been
approved by vote of a majority of the outstanding voting
securities of the Portfolio and by vote of a majority of the
directors of the Fund who are not interested persons of the
Fund, the Manager or the Subadviser, cast in person at a
meeting called for the purpose of voting on such approval.
11. Certain Definitions.
For the purpose of this Agreement,
the terms "vote of a majority of the outstanding voting
securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined
in the 1940 Act, subject, however, to such exemptions as
may be granted by the SEC under the 1940 Act.
12. Confidentiality.
All information furnished by Manager or
the Fund to the Subadviser or by the Subadviser to the
Manager or the Fund (including their respective agents,
employees and representatives) hereunder shall be treated
as confidential and shall not be disclosed to third parties,
except if it is otherwise in the public domain or, with notice
to the other party, as may be necessary to comply with
applicable laws, rules, regulations, subpoenas or court
orders. Without limiting the foregoing, Manager and the
Fund acknowledge that the securities holdings of the
Portfolio(s) constitute information of value to the
Subadviser, and agrees (1) not to use for any purpose, other
than for Manager or the Fund, or their agents, to supervise
or monitor the Subadviser, the holdings or trade-related
information of the Fund; and (2) not to disclose the
Portfolio(s)' holdings, except: (a) as required by applicable
law or regulation; (b) as required by state or federal
regulatory authorities; (c) to the Board, counsel to the
Board, counsel to the Fund, the Administrator or any sub-
administrator, the independent accountants and any other
agent of the Fund; or (d) as otherwise agreed to by the
parties in writing. Further, Manager and the Fund agree
that information supplied by the Subadviser, including
approved lists, internal procedures, compliance procedures
and any board materials, is valuable to the Subadviser, and
Manager and the Fund agree not to disclose any of the
information contained in such materials, except: (i) as
required by applicable law or regulation; (ii) as required by
state or federal regulatory authorities; (iii) to the Board,
counsel to the Board, counsel to the Fund, the
Administrator or any sub-administrator, the independent
accountants and any other agent of the Fund; or (iv) as
otherwise agreed to by the parties in writing.
13. General.
a. The Subadviser may perform its services through
any employee, officer or agent of the Subadviser, and the
Manager and the Fund shall not be entitled to the advice,
recommendation or judgment of any specific person;
provided, however, that the Subadviser shall promptly
notify the Manager and the Fund of any change in the
persons identified in the Prospectus of the Portfolio as
performing the portfolio management duties described
therein.
b. The Subadviser may, at its own expense, delegate
any or all of its duties and responsibilities under this
Agreement to its wholly-owned subsidiary, FMR Co., Inc.,
provided that the Subadviser remains responsible to the
Manager and the Fund for the performance of all of its
responsibilities and duties hereunder. The Subadviser will
compensate FMR Co., Inc. for its services to the Fund.
Subject to prior notice to the Manager, the Subadviser may
terminate the services of FMR Co., Inc. for the Portfolio
and shall, at such time, assume the responsibilities of FMR
Co., Inc. with respect to the Fund.
c. During the term of this Agreement, Manager shall
furnish to the Subadviser at its principal office all
prospectuses, proxy statements, reports to shareholders,
sales literature or other material prepared for distribution to
shareholders of the Fund or the public, which refer to the
Subadviser or its clients in any way, prior to the use thereof,
and Manager shall not use any such materials if the
Subadviser reasonably objects in writing in ten (10) days
(or such other time as may be mutually agreed, which
would include longer time periods for review of the Fund's
prospectus and other parts of the registration statement)
after receipt thereof.
d. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held
to be invalid or unenforceable to any extent, the remainder
of this Agreement or the application of such provision to
other persons or circumstances shall not be affected thereby
and may be enforced to the fullest extent permitted by law.
e. Any notice under this Agreement shall be in
writing, addressed and delivered and mailed, postage
prepaid, to the other party, with a copy to the Fund, at the
addressed below or such other address as such other party
may designate for the receipt of such notice.
If to Manager: Metlife Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Senior Vice President
If to Subadviser: Fidelity Management & Research Company
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
If to Fund: Metropolitan Series Fund, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Xx.
Senior Vice President
This Agreement shall be governed by and
interpreted in accordance with the laws of The
Commonwealth of Massachusetts.
14. Use of Name.
a. The parties agree that the name of the Subadviser,
the names of any affiliates of the Subadviser and any
derivative, logo, trademark, service xxxx or trade name are
the valuable property of the Subadviser and its affiliates.
Manager and the Fund shall have the right to use such
name(s), derivatives, logos, trademarks or service marks or
trade names only with the prior written approval of the
Subadviser, which approval shall not be unreasonably
withheld or delayed so long as this Agreement is in effect.
b. Upon termination of this Agreement, the Manager
and the Fund shall forthwith cease to use such name(s),
derivatives, logos, trademarks, service marks or trade
names. The Manager and the Fund agree they will review
with the Subadviser any advertisement, sales literature, or
notice prior to its use that makes reference to the
Subadviser or its affiliates or any such name(s), derivatives,
logos, trademarks, service marks or trade names, it being
understood that the Subadviser shall have no responsibility
to ensure of the adequacy of the form or content of such
materials for purposes of the 1940 Act or other applicable
laws and regulations. If Manager or the Fund makes an
unauthorized use of the Subadviser's names, derivatives,
logos, trademarks, service marks or trade names, the parties
acknowledge that the Subadviser shall suffer irreparable
hardship for which monetary damages are inadequate and
thus, the Subadviser will be entitled to injunctive relief.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed as of the day and year first above written.
METLIFE ADVISERS, LLC
By
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By:
Xxxxxx Xxxxxx
Senior Vice President
METROPOLITAN SERIES FUND, INC.
By
Xxxx X. Xxxxxxx, Xx.
Senior Vice President
